Printable Format17-6603. Retirement of shares of capital stock; status of authorized or unissued shares; reissuance prohibited by articles of incorporation. (a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.
(b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the articles of incorporation otherwise provides. If the articles of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares, as part of the class or series, is prohibited, identifying the shares and reciting that their retirement shall be executed and filed and shall become effective in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. When such certificate becomes effective, it shall have the effect of amending the articles of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the articles of incorporation all reference to such class or series of stock.
(c) If the capital of the corporation shall be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to K.S.A. 17-6604, and amendments thereto.
History: L. 1972, ch. 52, § 76; L. 1986, ch. 399, § 9; L. 1988, ch. 99, § 36; Revived and amended, L. 1988, ch. 100, § 36; L. 2000, ch. 39, § 26; L. 2016, ch. 110, § 67; July 1.
Source or Prior Law:
17-3220, 17-3221, 17-3222; 8 Del. C. § 243.
Cross References to Related Sections:
Provisions on issuance of stock in articles of incorporation, see 17-6002(a)(4).
Issuance of preferred or special shares of stock, see 17-6401.
Consideration for stock, see 17-6402, 17-6403.
Designation of part of consideration for stock as capital, see 17-6404.
Rights and options concerning stock, see 17-6407.
Treasury shares of stock, see 17-6410.
Reliance by directors or designees upon corporation's books and records in purchasing or redeeming stock, see 17-6422.
Reduction of corporation's capital, see 17-6604.
Effect of increase or decrease in capital on liability of corporation or its stockholders, directors or officers, see 17-7103.
Law Review and Bar Journal References:
"The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 342 (1971).
CASE ANNOTATIONS
1. Cited; review of price dissenting shareholders received for stock in cash-out merger; appraisal request and jurisdiction examined. In re Hesston Corp., 254 Kan. 941, 980, 870 P.2d 17 (1994).